Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Free contract exit plan
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The exit plan
Four ways out, in the right order.
Terminate wrongly and you can put yourself in breach. The ladder starts safe, review, negotiate, and only escalates when they've left you no choice.
Sample
Contract exit review
Contract exit review: software services agreement What GitLaw found in your contract: ✓ Termination clause, either party may terminate on 60 days' written notice (cl. 12.1) ⚠ Auto-renewal, renews for 12 months unless notice lands at least 60 days' before the renewal date (cl. 2.4) ✓ Cure period, 14 days to remedy a material breach after written notice (cl. 12.3) ✓ Notice method, written notice by post or email to the registered address (cl. 15) Your exit routes, safest first: 1. Negotiated exit, propose a mutual termination now (step 2) 2. Clean termination, serve 60 days' notice under cl. 12.1 (step 3) 3. Breach route, only if they aren't delivering: notice of breach, cure period, then termination for cause (step 4)
Sample
Example CompanyUnit 4, 22 Wharf Road, Bristol BS1 4RD
[email protected] · 0117 946 0230
15 November 2026
To: The Directors [Counterparty Name]
Re: software services agreement, proposal to end our agreement early
Dear Sirs, We have valued working with you, but our requirements have changed and we would like to bring the software services agreement between our companies to an early, orderly close. Rather than each of us sitting out the notice period, we propose a mutual termination on the following terms: the agreement ends on a date we agree together; we pay for all work properly performed to that date; both parties waive further claims under the agreement; and we complete a short handover of materials and access. We would rather agree this together than serve formal notice, and we are open to discussing the details. Please let us know within 14 days whether you agree in principle, and we will send a short mutual termination agreement for signature.
Kind regards,Alex HartleyAlex HartleyFounder, Example Company
Sample
Example CompanyUnit 4, 22 Wharf Road, Bristol BS1 4RD
[email protected] · 0117 946 0230
15 November 2026
To: The Directors [Counterparty Name]
Re: Notice of termination: software services agreement
Dear Sirs, We refer to the software services agreement between Example Company and [Counterparty Name], and to the clause permitting either party to terminate on 60 days' written notice. This letter is our formal notice of termination under that clause. The notice period runs from the date of this letter, and the agreement will end on its expiry. We will continue to perform our obligations during the notice period and expect the same of you, including any handover obligations. Please acknowledge receipt of this notice in writing and confirm the termination date. For the avoidance of doubt, this notice is served by the method the agreement requires. This notice is given without prejudice to our accrued rights and remedies under the agreement.
Yours faithfully,Alex HartleyAlex HartleyFounder, Example Company
Sample
Example CompanyUnit 4, 22 Wharf Road, Bristol BS1 4RD
[email protected] · 0117 946 0230
15 November 2026
To: The Directors [Counterparty Name]
Re: Notice of material breach: software services agreement
Dear Sirs, We write regarding the software services agreement between our companies. You are in material breach of that agreement: the services it requires have not been delivered as promised, despite our written requests. You have 14 days from receipt of this notice to remedy the breach in full. If it is not remedied within that period, we will terminate the agreement for cause with immediate effect and pursue the remedies available to us, including recovery of sums paid for services not delivered and the cost of replacing them. We would prefer to see the agreement performed. If you dispute what is set out above, or wish to propose how you will put it right, reply in writing within the same 14 days. This notice is given without prejudice to any other rights or remedies, all of which are expressly reserved.
Yours faithfully,Alex HartleyAlex HartleyFounder, Example Company
Previewing for a software services agreement with [Counterparty Name] · 60 days' notice
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Frequently asked questions
Sometimes, but not just because you changed your mind. Once signed, a contract binds unless you have an exit: a termination clause, a mutual agreement, a serious breach by the other side, or (more rarely) grounds like misrepresentation or impossibility. Step one is always the same: read what your contract actually allows, that's the exit review.
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